The remuneration system for members of the Management Board

Remuneration system for the members of the Management Board

Remuneration system for the members of the Management Board (graphic)

(Schematic illustration)

Management Board remuneration consists of a fixed salary and two variable performance-based components: the short-term incentive and the long-term incentive. The company also offers pension provisions and other supplemental benefits.

As a rule, the fixed salary and the variable remuneration paid to new members of the Management Board are reduced on a percentage basis in the first two years of service.

Total remuneration and the individual compensation components are geared appropriately to the responsibilities of each individual member of the Board, his or her personal performance and the company’s economic situation, and fulfil legal stipulations regarding customary remuneration. Variable remuneration serves as an incentive for the Management Board to increase the company’s value and is designed to generate sustainable, long-term company growth.

Fixed salary

The fixed salary is contractually set and is paid in monthly instalments.

Short-term incentive / special bonuses

The short-term incentive remunerates the company’s operating performance on the basis of three financial performance targets pertaining to that specific financial year, each of which has a weighting of one third.

A target value in euros is set for each member of the Management Board. The payout amount is calculated by multiplying the target value by the factor of overall goal achievement. This, in turn, is calculated by determining the goal achievement factors, each of which is rounded to two decimal points, for each of the three financial performance targets. The arithmetic mean of the factors, also rounded to two decimal points, gives the overall goal achievement factor. The overall goal achievement is limited to a factor of 2.0 (payout cap).

The short-term incentive is based on the following parameters:

  • METRO GROUP’s earnings before interest and taxes (EBIT),
  • METRO GROUP’s return on capital employed (RoCE) and
  • like-for-like sales growth of METRO GROUP; this term reflects sales growth on a comparable area or with respect to a comparable group of locations in local currency.

In general, performance targets are set by the Supervisory Board for each of the three parameters before the beginning of the financial year. The basis for determining the goals is the budget plan, which requires the approval of the Supervisory Board. To determine whether a goal has been achieved, the Supervisory Board defines a lower threshold (entry barrier) for each performance target and a target value for 100 per cent goal achievement. A factor is allocated to the specific degree of goal achievement for each performance target:

  • If the degree of goal achievement is 100 per cent, the factor is 1.0.
  • If the degree of goal achievement is lower or equal to the entry barrier, then the factor is 0.0.
  • In the case of intermediate values and values over 100 per cent, the factor for goal achievement is calculated using linear interpolation.

To calculate goal achievement, profit or loss adjusted for special items and exchange rate fluctuations is applied respectively. Special items include one-time transactions or a number of one-time transactions of the same type, which make it difficult to gauge a company’s operating performance and are reported on the income statement. Generally, before the beginning of the financial year that is to be incentivised, the Supervisory Board defines which transactions will be adjusted as special items when calculating Management Board remuneration. Adjustment for exchange rate fluctuations occurs to the extent that these do not correspond to the assumptions made in the budget.

To ensure the individual performance orientation of Management Board remuneration, the Supervisory Board of METRO AG reserves the general right to reduce or increase the weight of the individual short-term incentive by up to 30 per cent at its discretion.

The following individual target values and payout caps were determined as the basis for Management Board remuneration in financial year 2014/15:

 Download XLS (22KB)

€ p.a.

Target value for the short-term incentive for financial year 2014/15

Payout cap for financial year 2014/15

1

Member of the Management Board since 1 July 2015

2

Member of the Management Board since 1 April 2013

Olaf Koch

1,200,000

2,400,000

Pieter C. Boone1

180,000

360,000

Mark Frese

900,000

1,800,000

Pieter Haas2

810,000

1,620,000

Heiko Hutmacher

900,000

1,800,000

In addition, the Supervisory Board may grant special bonuses to members of the Management Board for exceptional performance.

The short-term performance-based remuneration of members of the Management Board is generally paid out four months after the end of a financial year.

Long-term incentive

The long-term incentive is designed to achieve sustainable growth in the company’s value and applies a multi-year assessment basis.

Sustainable performance plan version 2014 (2014/15–2017/18)

Timing of the sustainable performance plan version 2014
(three-year performance period)

Timing of the sustainable performance plan version 2014 (three-year performance period) (graphic)

(Schematic illustration)

After the first tranche of the sustainable performance plan was issued in financial year 2013/14, the Supervisory Board of METRO AG approved the adjustment of the sustainable performance plan from financial year 2014/15 onwards: On 10 December 2014, the Supervisory Board adopted the sustainable performance plan version 2014, with a planned duration of four tranches up to financial year 2017/18. By incorporating an additional performance target, the 2014 version of the sustainable performance plan creates an even greater incentive for the long-term and sustainable performance of METRO GROUP under consideration of the long-term expectations of shareholders and other stakeholders as well as the group’s environmental responsibility. Performance will be measured both by share-based key indicators and internal growth as well as by qualitative aspects of business, environmental and social corporate management. A three-year performance period applies to the 2014/15 tranche of the sustainable performance plan version 2014; from the 2015/16 tranche onwards, a four-year performance period will apply.

A target value in euros is set for each member of the Management Board. The payout amount is calculated by multiplying the target value by the factor of overall goal achievement. This, in turn, is calculated by determining the goal achievement factors, each of which is rounded to two decimal points, for each of the three performance targets. The arithmetic mean of the factors, also rounded to two decimal points, gives the overall goal achievement factor. The payout amount is limited to a maximum of 250 per cent of the target value (payout cap). In case of employment termination, separate rules for the payout of the tranches have been agreed upon.

The timing of the sustainable performance plan version 2014 is structured as follows:

The sustainable performance plan version 2014 is based on the following three performance targets:

The TSR component is measured according to the development of the total shareholder return of the METRO ordinary share in the performance period compared to a defined benchmark index. To calculate the goal achievement factor of the TSR component, the Xetra closing prices of the METRO ordinary share are determined over a period of 40 consecutive trading days immediately following the Annual General Meeting of METRO AG in the grant year. This is used to calculate the arithmetic mean, which is known as the starting share price. The performance period for the respective tranche will begin on the 41st trading day following the Annual General Meeting. Once again, the Xetra closing prices of the METRO ordinary share are determined over a period of 40 consecutive trading days immediately following the Annual General Meeting three years, or, from financial year 2015/16 onwards, four years after calculating the starting share price and issuing the applicable tranche. This is used again to calculate the arithmetic mean, which is known as the ending share price. The TSR percentage value will be determined on the basis of the change in the METRO share price and the total amount of hypothetically reinvested dividends throughout the performance period in relation to the starting and ending share prices.

The METRO TSR calculated in this manner will be compared with the TSR of the Dow Jones STOXX Europe 600 Retail index (index TSR) during the performance period, and the factor for computing the TSR component for the three-year performance period of the 2014/15 tranche will be determined in this way:

  • if METRO’s TSR is identical to the index TSR, the factor for the TSR component will be 1.0;
  • if METRO’s TSR is 30 percentage points or more below the index TSR, the factor for the TSR component will be 0.0;
  • if METRO’s TSR is 30 percentage points above the index TSR, the factor for the TSR component will be 2.0.
  • In the case of goal achievement with intermediate values and more than 30 percentage points, the TSR factor for the sustainable performance plan version 2014 is calculated using linear interpolation to two decimal points.

To determine the goal achievement factor of the sustainability component, METRO AG takes part in the Corporate Sustainability Assessment conducted by the external independent agency RobecoSAM AG during each year of the three- or four-year performance period of the sustainable performance plan version 2014. RobecoSAM AG uses this assessment to determine the ranking of METRO AG within the industry group Food and Staples Retailing that is defined in accordance with the Global Industry Classification Standard (GICS). S&P Dow Jones Indices uses this ranking as the basis for decisions regarding a company’s inclusion in the Dow Jones Sustainability Indices (DJSI). METRO AG is informed each year by RobecoSAM AG about its new ranking. The company’s average ranking – rounded to whole numbers – is determined on the basis of the three, or, from financial year 2015/16 onwards, four rankings per tranche communicated by RobecoSAM AG during the performance period. The factor for the sustainability component of the 2014/15 tranche is determined in the following manner on the basis of the average ranking during the performance period:

 Download XLS (22KB)

Average ranking (rounded)

Sustainability factor Financial year 2014/15 tranche

1

3.00

2

3.00

3

2.50

4

2.00

5

1.50

6

1.25

7

1.00

8

0.67

9

0.33

Below 9

0.00

The goal achievement factor for the EPS component, which was introduced for the first time in the sustainable performance plan version 2014, is calculated as follows: Generally, the Supervisory Board approves an EPS target value (before special items) for the third or fourth year of the EPS performance period at the beginning of the financial year, a lower threshold/entry barrier as well as an upper threshold for 200 per cent goal achievement. The EPS that has actually been achieved during the performance period is compared to the approved values and the factor for calculating the EPS component is determined as follows:

  • if the EPS target value is achieved, the factor for the EPS component is 1.0;
  • if only the lower entry barrier or a value lower than it is achieved, the factor for the EPS component is 0.0;
  • in the event of 200 per cent goal achievement, the factor for the EPS component is 2.0.
  • In the case of goal achievement with intermediate values and more than 200 per cent, the EPS factor for the sustainable performance plan version 2014 is calculated using linear interpolation to two decimal points.

Sustainable performance plan (2013/14)

After the last tranche of the performance share plan was issued in the short financial year 2013, the Supervisory Board of METRO AG approved the sustainable performance plan on 10 December 2013, whose tranche was paid with a three-year performance period in financial year 2013/14.

A target value in euros was set for each member of the Management Board. This is 75 per cent dependent on the TSR component and 25 per cent on the sustainability component.

The calculation of the TSR component follows the method described for the sustainable performance plan version 2014; however, the factor for the TSR component is a maximum of 3.0 (cap). Furthermore, the following additional condition applies if the TSR factor is positive: a payment of 75 per cent of the target amount multiplied by the TSR factor will be made only if the calculated ending price of the METRO share does not fall below the starting share price. Should this condition not be met, the calculated amount will not initially be paid. In this case, an entitlement to payment will exist only if the Xetra closing price of the METRO ordinary share is higher than or equivalent to the starting share price for 40 consecutive trading days within a three-year period after the completion of the performance period. Should this condition not be met within the three years after the performance period ends, no payment of the TSR component of the tranche will be made.

Similarly, the method described for the sustainable performance plan version 2014 also applies to the calculation of the factor for the sustainability component, while the factor for the sustainability component, dependent on the average ranking during the performance period, is calculated as follows:

 Download XLS (22KB)

Average ranking (rounded)

Sustainability factor Financial year 2013/14 tranche

1

3.00

2

3.00

3

3.00

4

2.50

5

2.00

6

1.50

7

1.25

8

1.00

9

0.50

Below 9

0.00

The following additional condition will also apply: a payment of 25 per cent of the target amount multiplied by the sustainability factor will only be made if the ranking of METRO AG does not fall by more than two places below the last announced ranking before the issuance of the tranche in any year of the performance period. Otherwise, the factor for the sustainability component will be zero.

Performance share plan (2009–2013)

By resolution of the Personnel Committee of the Supervisory Board and with the approval of the Supervisory Board, METRO AG introduced a five-year performance share plan in 2009. The last tranche of this plan was paid in the short financial year 2013. A target value in euros was set for each member of the Management Board. The target number of performance shares was calculated by dividing this target value by the share price upon grant, based on the average price of the METRO share during the three months up to the grant date. The key metric in this calculation was the three-month average price of the METRO share before the grant date. A performance share entitles its holder to a cash payment in euros matching the price of the METRO share on the payment date based on the average price of the METRO share during the three months up to the payment date.

Based on the relative performance of the METRO share compared with the median of the DAX 30 and Dow Jones Euro STOXX Retail indices – total return – the final number of payable performance shares is determined after the end of a performance period of at least three and at most 4.25 years. It corresponds to the target number of shares when an equal performance with said stock indices is achieved. Up to an outperformance of 60 per cent, the number increases linearly to a maximum of 200 per cent of the target amount. Up to an underperformance of 30 per cent, the number is accordingly reduced to a minimum of 50 per cent. In the case of an underperformance of more than 30 per cent, the number is reduced to zero.

Payment can be made at six possible times that are set in advance. The earliest payment date is three years after granting of the performance shares. From this time, payment can be made every three months. The members of the Management Board can choose the date upon which they want to exercise performance shares. A distribution over several payment dates is not permitted. The payment cap amounts to five times the target value.

METRO GROUP introduced so-called share ownership guidelines along with its performance share plan: as a precondition for the payout of performance shares, the members of the Management Board are obliged to undertake a significant continuous self-financed investment in METRO shares up to the end of the three-year vesting period. This ensures that, as shareholders, they will directly participate in share price gains as well as potential losses of the METRO share. Their investment in company shares promotes the remuneration system’s long-term structure and orientation towards sustainable development and results in a healthy balance of the various remuneration elements. The self-financed investment applies to the entire term of the performance share plan.

Pension provisions

In 2009, company pension provisions were introduced for members of the Management Board. These provisions consist of direct benefits with a defined contribution component and a performance-based component.

The defined contribution component is financed by the Management Board member and the company based on an apportionment of “7 +7 +7”. When a member of the Management Board makes a contribution of 7 per cent of his or her defined basis for assessment, the company will contribute the same amount. Depending on the economic situation, the company will pay the same amount again. In view of the macroeconomic environment, the additional amount was again suspended in the reporting year. When a member of the Management Board leaves the company before retirement age, the contributions retain the level they have reached. The performance-based component is congruently reinsured by Hamburger Pensionsrückdeckungskasse VVaG (HPR). The interest rate for the contributions is paid in accordance with the Articles of Association of the HPR with regard to profit participation, with a guarantee applying to the paid-in contribution.

An entitlement to pension benefits exists

  • if the working relationship ends with or after the reaching of standard retirement age as it applies to the German state pension scheme,
  • as early retirement benefits, if the working relationship ends at the age of 60 or after the age of 62 for pension benefits that were granted after 31 December 2011, as well as ends before reaching standard retirement age,
  • in the case of invalidity or death insofar as the relevant preconditions for entitlement have been met.

Payment can be made in the form of capital, instalments or a life-long pension. A minimum benefit is granted in the case of invalidity or death. In such instances, the total amount of contributions that would have been credited to the member of the Management Board for every calendar year up to a credit period of ten years, but limited to the point when the individual turns 60, will be added to the benefits balance. This performance-based component is not reinsured, but will be provided directly by the company when the benefit case occurs.

Furthermore, since 2015, members of the Management Board have been offered the option of converting future compensation components in the fixed salary as well as in the variable remuneration into company pension entitlements with Hamburger Pensionsrückdeckungskasse VVaG as part of a tax-privileged compensation conversion scheme.

Further benefits in case of an end to employment

The active members of the Management Board receive no additional benefits beyond the described pension provisions should their employment end. In particular, no retirement payments will be granted. In the event of the death of a member of the Management Board during active service, his or her surviving dependants will be paid the fixed salary for the month in which the death occurred as well as for an additional six months.

Supplemental benefits

The supplemental benefits granted to members of the Management Board include non-cash benefits and expense allowances (for example, company cars). As a sustainability criterion, the company car guideline contains – similar to the company car regulation for METRO GROUP executives – a limit to the CO2 emissions of company cars as well as a cap on the non-cash benefits associated with the private use of company cars.

Other

The members of the Management Board of METRO AG are not entitled to additional remuneration or special benefits as a result of a change of control.

Remuneration of the Management Board in financial year 2014/151

 Download XLS (26KB)

 

 

 

 

 

Long-term incentive

 

 

€1,000

Financial year

Fixed salary

Supplemental benefits

Short-term incentive2

Value of granted tranche3

(Payout from tranches granted in the past)

Total4

(Effective salary5)

1

Statements pursuant to § 285 Sentence 1 No. 9 a and § 314 Section 1 No. 6 a of the German Commercial Code (HGB) (excluding pension provisions)

2

In the short financial year 2013, no data for the short-term incentive was reported, as it was calculated on the basis of the 2013 calendar year and, according to German Accounting Standard 17 (GAS 17), may only be shown upon full entitlement. For financial year 2013/14, the short-term incentive for both the short financial year 2013 and financial year 2013/14 is shown as a total amount.
For financial year 2014/15, short-term performance-based remuneration includes the short-term incentive as well as special bonuses. Mr Koch and Mr Frese received a special bonus of €1,500 thousand each and Mr Haas and Mr Hutmacher received a special bonus of €500 thousand each for the sale of Galeria Kaufhof.

3

Shown here is the fair value at the time of granting the tranche

4

Total of the columns fixed salary, supplemental benefits, short-term incentive and value of the granted tranche of the long-term incentive

5

Total of the columns fixed salary, supplemental benefits, short-term incentive and payout from the tranches of the long-term incentive granted in the past

6

Member of the Management Board since 1 July 2015

7

Member of the Management Board since 1 April 2013

Olaf Koch

2013/14

1,200

16

1,251

1,098

(0)

3,565

(2,467)

2014/15

1,200

36

3,442

2,301

(0)

6,979

(4,678)

Pieter C. Boone6

2013/14

0

0

0

0

(0)

0

(0)

2014/15

180

33

224

0

(0)

437

(437)

Mark Frese

2013/14

855

102

777

823

(0)

2,557

(1,734)

2014/15

900

47

2,620

1,726

(0)

5,293

(3,567)

Pieter Haas7

2013/14

720

107

593

659

(0)

2,079

(1,420)

2014/15

810

61

1,951

1,726

(0)

4,548

(2,822)

Heiko Hutmacher

2013/14

900

54

772

823

(0)

2,549

(1,726)

2014/15

900

63

1,732

1,726

(0)

4,421

(2,695)

Total

2013/14

3,675

279

3,393

3,403

(0)

10,750

(7,347)

2014/15

3,990

240

9,969

7,479

(0)

21,678

(14,199)

Pursuant to the German Corporate Governance Code, the remuneration received by the Management Board is as follows, according to the tables “benefits granted” and “accruals”:

Benefits granted

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Olaf Koch

Pieter C. Boone

Mark Frese

 

Chairman of the Management Board since 1/1/2012
Member of the Management Board since 14/9/2009

Member of the Management Board for the METRO Cash & Carry business segment
Member of the Management Board since 1/7/2015

Chief Financial Officer
Member of the Management Board since 1/1/2012

 

2013/14

2014/15

2014/15

2014/15

2013/14

2014/15

2014/15

2014/15

2013/14

2014/15

2014/15

2014/15

€1,000

 

 

Minimum value

Maximum value

 

 

Minimum value

Maximum value

 

 

Minimum value

Maximum value

Fixed salary

1,200

1,200

1,200

1,200

0

180

180

180

855

900

900

900

Supplemental benefits

16

36

36

36

0

33

33

33

102

47

47

47

Total

1,216

1,236

1,236

1,236

0

213

213

213

957

947

947

947

One-year variable remuneration1

1,200

1,200

0

2,400

0

180

0

360

855

900

0

1,800

Multi-year variable remuneration2

 

 

 

 

 

 

 

 

 

 

 

 

Sustainable performance plan (granted 10/4/2014, end of performance period: 41st trading day following the Annual General Meeting three years after the issuance of the tranche)

1,098

0

823

Sustainable performance plan version 2014 (granted 22/4/2015, end of performance period: 41st trading day following the Annual General Meeting three years after the issuance of the tranche)

2,301

0

4,000

0

0

0

1,726

0

3,000

Total

3,514

4,737

1,236

7,636

0

393

213

573

2,635

3,573

947

5,747

Pension expenditure

169

169

169

169

0

32

32

32

129

128

128

128

Total remuneration

3,683

4,906

1,405

7,805

0

425

245

605

2,764

3,701

1,075

5,875

Enlarge table

 

Pieter Haas

Heiko Hutmacher

 

Member of the Management Board for the Media-Saturn business segment
Member of the Management Board since 1/4/2013

Chief Human Resources Officer
Member of the Management Board since 1/10/2011

 

2013/14

2014/15

2014/15

2014/15

2013/14

2014/15

2014/15

2014/15

€1,000

 

 

Minimum value

Maximum value

 

 

Minimum value

Maximum value

1

The figures shown here relate to the short-term incentive excluding any potential additional special bonuses

2

Shown here is the fair value at the time of granting the tranche

Fixed salary

720

810

810

810

900

900

900

900

Supplemental benefits

107

61

61

61

54

63

63

63

Total

827

871

871

871

954

963

963

963

One-year variable remuneration1

720

810

0

1,620

900

900

0

1,800

Multi-year variable remuneration2

 

 

 

 

 

 

 

 

Sustainable performance plan (granted 10/4/2014, end of performance period: 41st trading day following the Annual General Meeting three years after the issuance of the tranche)

659

823

Sustainable performance plan version 2014 (granted 22/4/2015, end of performance period: 41st trading day following the Annual General Meeting three years after the issuance of the tranche)

1,726

0

3,000

1,726

0

3,000

Total

2,206

3,407

871

5,491

2,677

3,589

963

5,763

Pension expenditure

144

137

137

137

131

128

128

128

Total remuneration

2,350

3,544

1,008

5,628

2,808

3,717

1,091

5,891

Accruals

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Olaf Koch

Pieter C. Boone

Mark Frese

Pieter Haas

Heiko Hutmacher

 

Chairman of the Management Board since 1/1/2012
Member of the Management Board since 14/9/2009

Member of the Management Board for the METRO Cash & Carry business segment
Member of the Management Board since 1/7/2015

Chief Financial Officer
Member of the Management Board since 1/1/2012

Member of the Management Board for the Media-Saturn business segment
Member of the Management Board since 1/4/2013

Chief Human Resources Officer
Member of the Management Board since 1/10/2011

€1,000

2014/15

2013/14

2014/15

2013/14

2014/15

2013/14

2014/15

2013/14

2014/15

2013/14

1

In the short financial year 2013, no data for the short-term incentive was reported, as it was calculated on the basis of the 2013 calendar year and, according to German Accounting Standard 17 (GAS 17), may only be shown upon full entitlement. For financial year 2013/14, the short-term incentive for both the short financial year 2013 and financial year 2013/14 is shown as a total amount. For financial year 2014/15, short-term performance-based remuneration includes the short-term incentive as well as special bonuses. Messrs Koch and Frese received a special bonus of €1,500 thousand each for the sale of Galeria Kaufhof, while Messrs Haas and Hutmacher received a special bonus of €500 thousand each.

Fixed salary

1,200

1,200

180

0

900

855

810

720

900

900

Supplemental benefits

36

16

33

0

47

102

61

107

63

54

Total

1,236

1,216

213

0

947

957

871

827

963

954

One-year variable remuneration1

3,442

1,251

224

0

2,620

777

1,951

593

1,732

772

Multi-year variable remuneration

 

 

 

 

 

 

 

 

 

 

Performance share plan (granted 10/8/2010, end of vesting period 10/8/2013, end of term 10/11/2014)

0

0

0

0

0

0

0

0

0

0

Other

0

0

0

0

0

0

0

0

0

0

Total

4,678

2,467

437

0

3,567

1,734

2,822

1,420

2,695

1,726

Pension expenditure

169

169

32

0

128

129

137

144

128

131

Total remuneration

4,847

2,636

469

0

3,695

1,863

2,959

1,564

2,823

1,857

Long-term incentives in financial year 2014/15

The target value for the 2014/15 tranche is €1.6 million for Mr Koch and €1.2 million each for Messrs Frese, Haas and Hutmacher; in his function of member of the Management Board, Mr Boone was granted no shares from the tranche in financial year 2014/15. The value of the tranche distributed in financial year 2014/15 as part of the sustainable performance plan version 2014 was calculated at the time of granting by external experts using recognised financial-mathematical methods.

Sustainable performance plan / Sustainable performance plan version 2014

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Tranche

End of the performance period

Starting price for the TSR component

Target amount Management Board as of 30/9/2015

2013/14

41st trading day following the Annual General Meeting three years after the issuance of the tranche

€29.73

€4,960,000

2014/15

41st trading day following the Annual General Meeting three years after the issuance of the tranche

€31.69

€5,365,000

In addition to the tranche from the sustainable performance plan version 2014 in financial year 2014/15, the active members of the Management Board in this financial year possess grants from tranches of the long-term incentive that were granted in the past: Mr Koch possesses tranches of the performance share plan for 2011, 2012 and 2013 as well as a 2013/14 tranche of the sustainable performance plan, Mr Frese possesses a 2013/14 tranche of the sustainable performance plan, Mr Haas possesses a 2013 tranche of the performance share plan as well as a 2013/14 tranche of the sustainable performance plan, and Mr Hutmacher possesses a 2013/14 tranche of the sustainable performance plan. Mr Boone possesses tranches of the performance share plan for 2011, 2012 and 2013 as well as a 2013/14 tranche of the sustainable performance plan from the time of his employment at METRO GROUP before he was appointed as a member of the Management Board.

Performance share plan

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Tranche

End of vesting period

Three-month average price before grant

Number of Management Board performance shares as of 30/9/2015

2009

August 2012

€36.67

Expired

2010

August 2013

€42.91

Expired

2011

August 2014

€41.73

13,779

2012

April 2015

€29.18

57,402

2013

April 2016

€22.84

116,463

The vesting period for the 2011 and 2012 tranches ended in August 2014 and April 2015, respectively. No payouts from these tranches were made to members of the Management Board in financial year 2014/15.

In financial year 2014/15, value changes resulted from the current tranches of performance-based payment programmes with a long-term incentive effect. The company’s expenses amounted to €0.92 million for Mr Koch, €0.02 million for Mr Boone, €0.76 million for Mr Frese, €0.77 million for Mr Haas and €0.02 million for Mr Hutmacher.

Services after the end of employment in financial year 2014/15 (including pension provisions)

In financial year 2014/15, a total of €0.59 million according to International Financial Reporting Standards (IFRS) and €0.62 million according to the German Commercial Code (HGB) was used for the remuneration of the active members of the Management Board of METRO AG for benefits to be provided after the end of their employment (2013/14: €0.57 million determined according to IFRS and €0.54 million determined according to the German Commercial Code [HGB]). Of this total, according to IFRS, approximately €0.169 million was allotted to Mr Koch for pension provisions, Mr Boone was allotted approximately €0.032 million, Mr Frese was allotted approximately €0.128 million, Mr Haas approximately €0.137 million and Mr Hutmacher approximately €0.128 million.

According to the German Commercial Code (HGB), approximately €0.172 million was allotted to Mr Koch for pension provisions. Mr Boone was allotted approximately €0.032 million, Mr Frese approximately €0.130 million, Mr Haas approximately €0.157 million and Mr Hutmacher approximately €0.125 million.

Provisions according to IFRS and the German Commercial Code (HGB) amounted to approximately €0.012 million for Mr Koch, approximately €0.019 million for Mr Frese, approximately €0.016 million for Mr Hutmacher, approximately €0.056 million according to IFRS and approximately €0.053 million according to HGB for Mr Boone and approximately €0.062 million according to IFRS and approximately €0.059 million according to HGB for Mr Haas.

The cash value of the commitment volume according to IFRS and HGB amounted to approximately €1.9 million for Mr Koch, approximately €1.1 million for Mr Frese, approximately €1.1 million for Mr Hutmacher, approximately €0.1 million for Mr Boone and approximately €0.7 million for Mr Haas. With the exception of the provisions listed in the last paragraph, the cash value of the commitment volume is offset by assets.

Total compensation of former members of the Management Board in financial year 2014/15

Former members of the Management Boards of METRO AG and the companies that were merged into METRO AG as well as their surviving dependants received €3.4 million (2013/14: €3.5 million).

The corresponding cash value of provisions for current pensions and pension entitlements according to IFRS amounts to €49.5 million (30/9/2014: €54.3 million).

The corresponding cash value of provisions for current pensions and pension entitlements according to the German Commercial Code (HGB) amounts to €41.4 million (30/9/2014: €44.0 million).